TABLE OF CONTENTS
1 Conflict of Interest Management
2 Voting rights exercise policy
3 Handling of complaints
4 Remuneration policy
5. Best Execution policy
1. Conflict of interest Management
The Board of Directors (“Board”) of Alessia (“The Company”) has defined the Conflicts of Interest as conflicts that can arise within the organization in a broad sense or between the company and a person or a third party where the person or third party may at the expense of Alessia:
• be able to realize a financial gain or to avoid a financial loss,
• gain from a service provided to the Company or from a transaction executed with the Company,
• have an incentive to favour interests of another client,
• exercise the same activity for another undertaking for collective investments,
• exercise the same activity for a service provider
• receive a financial benefit (other than a remuneration in accordance with market practice) from a third party on the services provided to the Company, and
• embed an important risk in terms of reputation or indemnification for the Company.
The Company has identified a non-exhaustive list of activities subject to such conflicts and a classification of stakeholders. Rules of conduct have been set for such parties in order to eliminate or at least reduce the risk of conflict of interests. Company executives will review these rules of conduct in order to minimize such conflicts and ensure that they are always up-to-date and accurate. They may recommend to the Board any changes or additions.
2. Voting Rights Exercise Policy
In principle, the Company refrains from exercising voting rights when the company executives consider that it doesn’t prejudice the interests of the fund’s shareholders. The goals of the voting rights exercise policy are set by the Board. The voting rights are exercised in accordance with the guidelines approved by the Board. Those guidelines shall apply to Ordinary or Extraordinary Meetings of companies of which the Company holds shares.
3. Handling of complaints
Alessia, in compliance with CSSF Regulation Num. 16/07 adopted an operational procedure for efficient management of customer complaints.
If you have a complaint, please communicate it in writing by post, email or fax, or by telephone, to Alessia’s Complaints Officer:
Fax: +352 2799 2387
Post address: 15 Rue Notre Dame L-2240 Luxembourg
Telephone: +352 2799 0162
Complaints must clearly state complainant’s contact details and a brief description of the nature of the complaint.
Alessia will try to respond within 10 calendar days. If Alessia needs more time, it will confirm in writing to the investor that it has received the complaint and that the complaint is under investigation. This confirmation will include the name and contact details of the person handling the complaint. Alessia undertakes to respond in any case within one month after receipt, however, if it is not able to do so, it will advise you, together with the reasons of the delay and an indication of the date when you will be sent the response.
In the case you do not receive a response or the response is not satisfactory, you may contact Mr Simon Bergman, conducting person. His contact details are: email@example.com, fax +352 2799 2387, post address: 15 Rue Notre Dame L-2240 Luxembourg.
If you are not satisfied with the resolution or the response by us, you can file a request for an out-of-court complaint resolution procedure with the Luxembourg financial regulator, the CSSF, in accordance with CSSF Regulation 16/07 (http://www.cssf.lu/fileadmin/files/Lois_reglements/Legislation/RG_CSSF/RCSSF_No16-07eng.pdf) (in English) and http://www.cssf.lu/fileadmin/files/Lois_reglements/Legislation/RG_CSSF/RCSSF_No16-07.pdf (in French). The contact details are:
Commission de Surveillance du Secteur Financier
Département juridique II
Tel.: (+352) 26 25 1 - 1
Fax: (+352) 26 25 1 – 601
4. Remuneration policy
The Board of Directors of Alessia has adopted a Remuneration Policy in accordance with Law of 17 December 2010 on UCITS, EU Directive 2009/65/EC and ESMA Guidelines.
The basic principle is to establish and apply remuneration policies and practices that are consistent with, and promote, sound and effective risk management that neither encourage risk taking inconsistent with the risk profiles or the rules applicable to the Sub-Funds nor impair compliance with the duty to act in the best interests of Alessia.
The policy covers fixed and variable remuneration components and discretionary pension benefits.
The Remuneration Policy covers senior management, risk takers and persons whose professional activities have a material impact on the risk profiles of Alessia and the Sub-funds (“covered persons”).
The Board has identified covered persons.
Covered Persons will receive a fixed remuneration and, in certain circumstances, a variable component. In addition, the Company may provide benefits appropriate for their functions. Alessia does not provide discretionary pension benefits.
The Board will determine variable compensation using the following procedure:
1. The Board will determine an amount (the “pool”) based on performance fee received from the Sub-funds and the financial situation of the Company. The pool may be nil.
2. The Board will allocate a share in the pool to each covered person based on that person’s individual and business unit performance.
3. Directors (for their activity as director) and persons having a control function will not receive variable remuneration;
4. The Policy foresees that variable compensation will (a) be payable partly in shares of the relevant Sub-funds and (b) partly be deferred for the suggested holding period.
5. As the Company is a self-managed SICAV, deferred variable compensation will be paid to a separate company provided that this company will enter into an agreement with the Company to provide the economical equivalent of deferral.
Covered persons are not allowed to hedge any variable compensation that has been deferred or is subject to retention.
Malus and claw back
The Board may decide to cancel deferred unvested compensation and/or claw back any vested variable remuneration in case of fraud, gross negligence or other serious misbehavior or a serious failure of risk management during the accrual period. In addition, deferred unvested compensation may be cancelled in case the Company ceases to have or risks a financially sound situation, or in case of defined material losses of a Sub-fund.
Early termination of contracts
Contracts with Covered Persons will not include payments on early termination. The Board may decide such a payment to a Covered Person if the payment reflects achieved performance.
Performance fees payable to third parties
In case the Company enters into a contract with a third party that provides for the payment of performance fees, the Board will verify that such agreements are not entered into in order to circumvent this policy and/or applicable law.
The Board requires any investment manager to whom portfolio management is delegated have in place a remuneration policy in accordance with applicable laws and regulations.
The Board will review this Remuneration Policy and its implementation annually and if changes in the Covered Persons require it. Members of the Board covered by the Remuneration Policy will not participate in the discussion or vote on the Remuneration Policy or the annual review of remuneration and benefits.
5. Best execution policy
The following is a summary of the Best order execution policy of Alessia SICAV in accordance with the law of 17 December 2010, CSSF Circular 10-04 and CSSF circular 18/698.
The policy applies for transactions of the SICAV.
Alessia holds the following financial instruments:
- Exchange traded derivatives
- Forward foreign exchange
Alessia takes into account price, costs, speed, likelihood of execution and settlement, size of the trade, nature of the trade and other considerations to execute.
In applying this, Alessia has selected an execution broker for listed equity, derivatives and bond transactions for all execution venues on which Alessia transacts. Alessia mainly trades on EEA and US exchanges, including listed derivatives markets, but may trade also on other markets.
For bonds, Alessia has selected an agency broker, but in addition has execution agreements with a number of additional market counterparties using either a multilateral trading facility or OTC. The agency broker and the other market counterparties have agreed to provide best execution. Alessia evaluates price, costs, speed, likelihood of execution and settlement, order size and nature and other relevant considerations for using a market counterparty.
For FX and OTC Derivatives, Alessia has selected the depositary bank as sole counterparty.
The selected brokers, market counterparties and venues as well as potentially new brokers, market counterparties and venues are regularly assessed in order to maintain a competitive panel providing the best execution for the Sub-funds and the investors.
Effectiveness of the arrangements is tested regularly.
There will be no order aggregation.
In case this is deemed to the advantage of both Sub-funds, the investment managers may trade between two Sub-funds, at mid market prices.
The complete procedure and a list of all brokers, market counterparties and venues is available at Alessia’s offices.